
<PAGE>   1


                                                                     Exhibit 1




         STOCK OPTION AGREEMENT, dated as of September 4, 1996 (the 
"Agreement"), between STAPLES, INC., a Delaware corporation (the "Grantee"), and
OFFICE DEPOT, INC., a Delaware corporation (the "Grantor").

         WHEREAS, the Grantee, Marlin Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of the Grantee ("Newco"), and the Grantor are
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), which provides, among other things, for the merger (the
"Merger") of Newco with and into the Grantor;

         WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, the Grantee and Newco have requested that the Grantor grant to the
Grantee an option to purchase 31,200,000 shares of Common Stock, par value $0.01
per share, of the Grantor (the "Common Stock"), upon the terms and subject to
the conditions hereof; and

         WHEREAS, in order to induce the Grantee and Newco to enter into the 
Merger Agreement, the Grantor is willing to grant the Grantee the requested
option.

         NOW, THEREFORE, in consideration of the premises and the mutual 
covenants and agreements set forth herein, the parties hereto agree as follows:

         1. THE OPTION; EXERCISE; ADJUSTMENTS; PAYMENT OF SPREAD. (a)
Contemporaneously herewith the Grantee, Newco and the Grantor are entering into
the Merger Agreement. Subject to the other terms and conditions set forth
herein, the Grantor hereby grants to the Grantee an irrevocable option (the
"Option") to purchase up to 31,200,000 shares of Common Stock (the "Shares") at
a cash purchase price equal to the lower of (i) $22.23 per Share or (ii) the
average closing price of Common Stock on the New York Stock Exchange Composite
Tape for the five consecutive trading days beginning on and including the day
that the Merger is publicly announced (the "Purchase Price"). The Option may be
exercised by the Grantee, in whole or in part, at any time, or from time to
time, following the occurrence of one of the events set forth in Section 2(c)
hereof and prior to the termination of the Option in accordance with the terms
of this Agreement.

         (b) In the event the Grantee wishes to exercise the Option, the Grantee
shall send a written notice to the Grantor (the "Stock Exercise Notice")
specifying a date



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(subject to the HSR Act (as defined below)) not later than 10 business days and
not earlier than the next business day following the date such notice is given
for the closing of such purchase. In the event of any change in the number of
issued and outstanding shares of Common Stock by reason of any stock dividend,
stock split, split-up, recapitalization, merger or other change in the corporate
or capital structure of the Grantor, the number of Shares subject to this Option
and the purchase price per Share shall be appropriately adjusted to restore the
Grantee to its rights hereunder, including its right to purchase Shares
representing 19.9% of the capital stock of the Grantor entitled to vote
generally for the election of the directors of the Grantor which is issued and
outstanding immediately prior to the exercise of the Option at an aggregate
purchase price equal to the Purchase Price multiplied by 31,200,000.

         (c) If at any time the Option is then exercisable pursuant to the 
terms of Section 1(a) hereof, the Grantee may elect, in lieu of exercising the
Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to the Grantor (the "Cash Exercise Notice") specifying a date not later
than 20 business days and not earlier than 10 business days following the date
such notice is given on which date the Grantor shall pay to the Grantee an
amount in cash equal to the Spread (as hereinafter defined) multiplied by all or
such portion of the Shares subject to the Option as Grantee shall specify. As
used herein "Spread" shall mean the excess, if any, over the Purchase Price of
the higher of (x) if applicable, the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by any person in an Alternative Transaction (as defined in the Merger
Agreement) (the "Alternative Purchase Price") or (y) the closing price of the
shares of Common Stock on the NYSE Composite Tape on the last trading day
immediately prior to the date of the Cash Exercise Notice (the "Closing Price").
If the Alternative Purchase Price includes any property other than cash, the
Alternative Purchase Price shall be the sum of (i) the fixed cash amount, if
any, included in the Alternative Purchase Price plus (ii) the fair market value
of such other property. If such other property consists of securities with an
existing public trading market, the average of the closing prices (or the
average of the closing bid and asked prices if closing prices are unavailable)
for such securities in their principal public trading market on the five trading
days ending five days prior to the date of the Cash Exercise Notice shall be
deemed to equal the fair market value of such property. If such other property
consists of something other than cash or securities with an existing public

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trading market and, as of the payment date for the Spread, agreement on the
value of such other property has not been reached, the Alternative Purchase
Price shall be deemed to equal the Closing Price. Upon exercise of its right to
receive cash pursuant to this Section 1(c), the obligations of the Grantor to
deliver Shares pursuant to Section 3 shall be terminated with respect to such
number of Shares for which the Grantee shall have elected to be paid the Spread.

         2. CONDITIONS TO DELIVERY OF SHARES. The Grantor's obligation to 
deliver Shares upon exercise of the Option is subject only to the conditions
that:

                  (a) No preliminary or permanent injunction or other order
         issued by any federal or state court of competent jurisdiction in the
         United States prohibiting the delivery of the Shares shall be in
         effect; and

                  (b) Any applicable waiting periods under the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976 (the "HSR Act") shall have expired
         or been terminated; and

                  (c) a proposal for an Alternative Transaction (as defined in
         the Merger Agreement) involving Grantor shall have been made prior to
         the date the Merger Agreement is terminated pursuant to the terms
         thereof (the "Merger Termination Date") and one or more of the
         following events shall have occurred on or after the date of the making
         of such proposal: (1) the requisite vote of the stockholders of Grantor
         in favor of the Merger Agreement shall not have been obtained at the
         Office Depot Stockholders' Meeting (as defined in the Merger Agreement)
         or any adjournment or postponement thereof; (2) the Board of Directors
         of Grantor shall have withdrawn or modified its recommendation of the
         Merger Agreement or the Merger or failed to confirm its recommendation
         of the Merger Agreement or the Merger within ten business days after a
         written request by Grantee to do so; (3) the Board of Directors of
         Grantor shall have recommended to the stockholders of Grantor an
         Alternative Transaction (as defined in the Merger Agreement); (4) a
         tender offer or exchange offer for 20% or more of the outstanding
         shares of Grantor Common Stock shall have been commenced (other


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         than by Grantee or an affiliate of Grantee) and the Board of Directors
         of Grantor shall have recommended that the stockholders of Grantor
         tender their shares in such tender or exchange offer; or (5) for any
         reason Grantor shall have failed to call and hold the Office Depot
         Stockholders' Meeting (as defined in the Merger Agreement) by the
         Outside Date (as defined in the Merger Agreement) and Grantor is not at
         such time otherwise entitled to terminate the Merger Agreement pursuant
         to Section 8.01(g) thereof.

         3. THE CLOSING. (a) Any closing hereunder shall take place on the date
specified by the Grantee in its Stock Exercise Notice or Cash Exercise Notice,
as the case may be, at 9:00 A.M., local time, at the offices of Sullivan &
Cromwell, 125 Broad Street, New York, New York, or, if the conditions set forth
in Section 2(a) or 2(b) have not then been satisfied, on the second business day
following the satisfaction of such conditions, or at such other time and place
as the parties hereto may agree (the "Closing Date"). On the Closing Date, (i)
in the event of a closing pursuant to Section 1(b) hereof, the Grantor will
deliver to the Grantee a certificate or certificates, duly endorsed (or
accompanied by duly executed stock powers), representing the Shares in the
denominations designated by the Grantee in its Stock Exercise Notice and the
Grantee will purchase such Shares from the Grantor at the price per Share equal
to the Purchase Price or (ii) in the event of a closing pursuant to Section 1(c)
hereof, the Grantor will deliver to the Grantee cash in an amount determined
pursuant to Section 1(c) hereof. Any payment made by the Grantee to the Grantor,
or by the Grantor to the Grantee, pursuant to this Agreement shall be made by
certified or official bank check or by wire transfer of federal funds to a bank
designated by the party receiving such funds.

         (b) The certificates representing the Shares may bear an appropriate 
legend relating to the fact that such Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act").

         4. REPRESENTATIONS AND WARRANTIES OF THE GRANTOR. The Grantor 
represents and warrants to the Grantee that (a) the Grantor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to enter
into and perform this Agreement; (b) the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby have

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been duly authorized by the Board of Directors of the Grantor and this Agreement
has been duly executed and delivered by a duly authorized officer of the Grantor
and constitutes a valid and binding obligation of the Grantor, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; (c)
the Grantor has taken all necessary corporate action to authorize and reserve
the Shares issuable upon exercise of the Option and the Shares, when issued and
delivered by the Grantor upon exercise of the Option, will be duly authorized,
validly issued, fully paid and non-assessable and free of preemptive rights; (d)
except as otherwise required by the HSR Act, the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby do not require the consent, waiver, approval or
authorization of or any filing with any person or public authority and will not
violate, result in a breach of or the acceleration of any obligation under, or
constitute a default under, any provision of any charter or by-law, indenture,
mortgage, lien, lease, agreement, contract, instrument, order, law, rule,
regulation, judgment, ordinance, or decree, or restriction by which the Grantor
or any of its subsidiaries or any of their respective properties or assets is
bound; (e) no "fair price", "moratorium", "control share acquisition" or other
form of antitakeover statute or regulation (including, without limitation,
Section 203 of the Delaware General Corporation Law) is or shall be applicable
to the acquisition of Shares pursuant to this Agreement; and (f) the Grantor has
taken all corporate action necessary so that the grant and any subsequent
exercise of the Option by the Grantee will not result in the separation or
exercisability of rights under the Rights Agreement, dated as of August 28,
1996, between the Grantor and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.

         5. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE. The Grantee 
represents and warrants to the Grantor that (a) the execution and delivery of
this Agreement by the Grantee and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Grantee and this Agreement has been duly executed and
delivered by a duly authorized officer of the Grantee and will constitute a
valid and binding obligation of Grantee; and (b) the Grantee is acquiring the
Option and, if and when it exercises the Option, will be acquiring the Shares
issuable upon the exercise thereof for its own account and not with a view to

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distribution or resale in any manner which would be in violation of the
Securities Act.

         6. LISTING OF SHARES; HSR ACT FILINGS; GOVERNMENTAL CONSENTS; 
DIRECTORSHIP. (a) Subject to applicable law and the rules and regulations of the
New York Stock Exchange, Inc. (the "NYSE"), the Grantor will promptly file an
application to list the Shares on the NYSE and will use its best efforts to
obtain approval of such listing and to effect all necessary filings by the
Grantor under the HSR Act; provided, however, that if the Grantor is unable to
effect such listing on the NYSE by the Closing Date, the Grantor will
nevertheless be obligated to deliver the Shares upon the Closing Date. Each of
the parties hereto will use its best efforts to obtain consents of all third
parties and governmental authorities, if any, necessary to the consummation of
the transactions contemplated.

         (b) Upon exercise by the Grantee of the Option, in whole or in part, 
for at least 15,700,000 Shares (such number representing approximately 10% of
the number of outstanding shares of Common Stock on the date hereof) the Grantee
shall be entitled to designate one person to be appointed to the Board of
Directors of the Grantor. Within five business days of the giving of notice by
the Grantee to the Grantor of the name of such designee, the Grantor, subject to
the fiduciary obligations of the Board of Directors of the Grantor, shall cause
such designee to be appointed to the Board of Directors of the Grantor.
Thereafter, subject to the further provisions hereof, the Grantor's nominating
committee (or any other committee exercising a similar function) shall recommend
to the Board of Directors of the Grantor that such person designated by the
Grantee be included in the slate of nominees recommended by the Board of
Directors to the shareholders for election as directors at each annual meeting
of shareholders of the Grantor. In the event that the designee of the Grantee
shall cease to serve as a director for any reason, the vacancy resulting thereby
shall be filled by the designee of the Grantee. The Grantee agrees that it will
not seek to elect any person to the Board of Directors of the Grantor not
recommended by the Board of Directors in accordance with the foregoing. If any
such person has been designated by the Grantee and not approved by the Board of
Directors, the Grantee shall be permitted to designate a substitute designee for
such person in accordance with this Section 6(b). Notwithstanding the foregoing,
the Grantor shall not be required to nominate the designee of the Grantee, and
shall be entitled to request and receive the resignation of any designee of the
Grantee then serving on the Board of Directors of the Grantor, at any time that
the Grantee then

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beneficially owns less than 15,700,000 shares of Common Stock. The Grantee and
the Grantor agree to take such steps as may be necessary to give effect to this
Section 6(b) in a manner consistent with applicable law.

         7. COVENANTS OF THE GRANTEE. For so long as, and at any time that, a
designee of the Grantee is a member of the Board of Directors of the Grantor,
the Grantee covenants and agrees that the Grantee will not enter into any
agreement or understanding with any person with respect to the voting of any
shares of Common Stock it may beneficially own, and shall vote all such shares
beneficially owned by it (unless the aggregate of all such shares of Common
Stock beneficially owned by the Grantee and its affiliates exceeds 50% of the
outstanding shares of Common Stock) in favor of the Grantor's nominees for
election of directors.

         8. RIGHT OF FIRST REFUSAL. If a Change in Control Event (as defined
herein) has not then already occurred, if the Grantee, at any time prior to the
first anniversary of the Merger Termination Date, seeks to sell all or any part
of the Shares (i) in a transaction registered under the Securities Act (other
than in a registered public offering in which the underwriters are instructed to
achieve a broad public distribution) or (ii) in a transaction not required to be
registered under the Securities Act (other than in a transfer by operation of
law upon consummation of a merger), it shall give the Grantor (or a designee of
the Grantor) the opportunity, in the following manner, to purchase such Shares:

         (a) The Grantee shall give notice to the Grantor in writing of its 
intent to sell Shares (a "Disposition Notice"), specifying the number of Shares
to be sold, the price and, if applicable, the material terms of any agreement
relating thereto. For purposes of this Section 8, if the Disposition Notice is
given with respect to the sale of the Shares pursuant to a tender or exchange
offer, it shall be assumed that all Shares tendered will be accepted for
payment. The Disposition Notice may be given at any time, including prior to the
giving of any Stock Exercise Notice.

         (b) The Grantor or its designee shall have the right, exercisable by
written notice given to the Grantee within five business days after receipt of a
Disposition Notice (or, if applicable, in the case of a proposed sale pursuant
to a tender or exchange offer for shares of Common Stock, by written notice
given to the Grantee at least two business days prior to the then announced
expiration date of such tender or exchange offer (the "Expiration Date") if

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such Disposition Notice was given at least four business days prior to such
Expiration Date), to purchase all, but not less than all, of the Shares
specified in the Disposition Notice at the price set forth in the Disposition
Notice. If the purchase price specified in the Disposition Notice includes any
property other than cash, the purchase price to be paid by the Grantor shall be
an amount of cash equal to the sum of (i) the cash included in the purchase
price plus (ii) the fair market value of such other property at the date of the
Disposition Notice. If such other property consists of securities with an
existing public trading market, the average of the last sales prices for such
securities on the five trading days ending five days prior to the date of the
Disposition Notice shall be used as the fair market value of such property. If
such other property consists of something other than cash or securities with an
existing public trading market and at the time of the closing referred to in
paragraph (c) below, agreement on the value of such other property has not been
reached, the average of the closing prices for the Grantor's Common Stock on the
five trading days ending five days prior to the date of the Disposition Notice
shall be used as the per share purchase price; provided, however, that promptly
after the closing, the Grantee and the Grantor or its designee, as the case may
be, shall settle any additional amounts to be paid or returned as a result of
the determination of fair market value of such other property made by a
nationally recognized investment banking firm selected by the Grantor and
approved by the Grantee within thirty days of the closing. Such determination
shall be final and binding on all parties hereto. If, at the time of the
purchase of any Shares by the Grantor (or its designee) pursuant to this Section
8, a tender or exchange offer is outstanding, then the Grantor (or its designee)
shall agree at the time of such purchase to promptly pay to Grantee from time to
time such additional amounts, if any, so that the consideration received by
Grantee with respect to each Share shall be equal to the highest price paid for
a share of Common Stock pursuant to such tender or exchange, or pursuant to any
other tender or exchange offer outstanding at any time such tender or exchange
offer is outstanding.

         (c) If the Grantor exercises its right of first refusal hereunder, the
closing of the purchase of the Shares with respect to which such right has been
exercised shall take place within five business days after the notice of such
exercise (or, if applicable, in the case of a tender or exchange offer, no later
than one business day prior to the expiration date of the offer if written
notice was given within the time set forth in the parenthetical in the first
sentence of paragraph (b) above); provided, however, that at

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any time prior to the closing of the purchase of Shares hereunder, the Grantee
may determine not to sell the Shares and revoke the Disposition Notice and, by
so doing, cancel the Grantor's right of first refusal with respect to the
disposition in question. The Grantor (or its designee) shall pay for the Shares
in immediately available funds.

         (d) If the Grantor does not exercise its right of first refusal 
hereunder within the time specified for such exercise, the Grantee shall be free
for 90 days following the expiration of such time for exercise to sell or enter
into an agreement to sell the Shares specified in the Disposition Notice, at the
price specified in the Disposition Notice or any price in excess thereof and
otherwise on substantially the same terms set forth in the Disposition Notice;
provided, that if such sale is not consummated within such 90-day period, then
the provisions of this Section 8 will again apply to the sale of such Shares.

         (e) For purposes of the Agreement, a "Change in Control Event" shall be
deemed to have occurred if (i) any person has a acquired beneficial ownership of
more than fifty percent (excluding the Shares) of the outstanding shares of
Common Stock or (ii) the Grantor shall have entered into an agreement, including
without limitation an agreement in principle, providing for a merger or other
business combination involving the Grantor or the acquisition of 20% or more of
the assets of the Grantor and its subsidiaries, taken as a whole.

         9. REPURCHASE OF SHARES; SALE OF SHARES. (a) If a Change in Control 
Event has not occurred prior to the first anniversary date of the Merger
Termination Date, then beginning on such anniversary date, the Grantor shall
have the right to purchase (the "Repurchase Right") all, but not less than all,
of the Shares at the greater of (i) the Purchase Price, or (ii) the average of
the closing prices for shares of Common Stock on the five trading days ending
five days prior to the date the Grantor gives written notice of its intention to
exercise the Repurchase Right. If the Grantor does not exercise the Repurchase
Right within thirty days following the first anniversary of the Merger
Termination Date, the Repurchase Right terminates. In the event the Grantor
wishes to exercise the Repurchase Right, the Grantor shall send a written notice
to the Grantee specifying a date (not later than 10 business days and not
earlier than the next business day following the date such notice is given) for
the closing of such purchase.

         (b) At any time prior to the first anniversary of the Merger 
Termination Date, the Grantee shall have the

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right to sell (the "Sale Right") to the Grantor all, but not less than all, of
the Shares at the greater of (i) the Purchase Price, or (ii) the average of the
last sales prices for shares of Common Stock on the five trading days ending
five days prior to the date the Grantee gives written notice of its intention to
exercise the Sale Right. If the Grantee does not exercise the Sale Right prior
to the first anniversary of the Merger Termination Date, the Sale Right
terminates. In the event the Grantee wishes to exercise the Sale Right, the
Grantee shall send a written notice to the Grantor specifying a date closing not
later than 20 business days and not earlier than 10 business days following the
date such notice is given for the closing of such sale.

         10. REGISTRATION RIGHTS. (a) In the event that the Grantee shall 
desire to sell any of the Shares within three years after the purchase of such
Shares pursuant hereto, and such sale requires, in the opinion of counsel to the
Grantee, which opinion shall be reasonably satisfactory to the Grantor and its
counsel, registration of such Shares under the Securities Act, the Grantor will
cooperate with the Grantee and any underwriters in registering such Shares for
resale, including, without limitation, promptly filing a registration statement
which complies with the requirements of applicable federal and state securities
laws, entering into an underwriting agreement with such underwriters upon such
terms and conditions as are customarily contained in underwriting agreements
with respect to secondary distributions; provided that the Grantor shall not be
required to have declared effective more than two registration statements
hereunder and shall be entitled to delay the filing or effectiveness of any
registration statement for up to 120 days if the offering would, in the judgment
of the Board of Directors of the Grantor, require premature disclosure of any
material corporate development or otherwise interfere with or adversely affect
any pending or proposed offering of securities of the Grantor or any other
material transaction involving the Grantor.

         (b) If the Common Stock is registered pursuant to the provisions of 
this Section 10, the Grantor agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as the Grantee may from time to time reasonably request and (ii) if any
event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep available for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
the Grantee

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such numbers of copies of the registration statement and prospectus as amended
or supplemented as may reasonably be requested. The Grantor shall bear the cost
of the registration, including, but not limited to, all registration and filing
fees, printing expenses, and fees and disbursements of counsel and accountants
for the Grantor, except that the Grantee shall pay the fees and disbursements of
its counsel, the underwriting fees and selling commissions applicable to the
shares of Common Stock sold by the Grantee. The Grantor shall indemnify and hold
harmless Grantee, its affiliates and its officers and directors from and against
any and all losses, claims, damages, liabilities and expenses arising out of or
based upon any statements contained in, omissions or alleged omissions from,
each registration statement filed pursuant to this paragraph; PROVIDED, HOWEVER,
that this provision does not apply to any loss, liability, claim, damage or
expense to the extent it arises out of any untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Grantor by the Grantee, its affiliates and its officers expressly for use in any
registration statement (or any amendment thereto) or any preliminary prospectus
filed pursuant to this paragraph. The Grantor shall also indemnify and hold
harmless each underwriter and each person who controls any underwriter within
the meaning of either the Securities Act or the Securities Exchange Act of 1934
against any and all losses, claims, damages, liabilities and expenses arising
out of or based upon any statements contained in, omissions or alleged omissions
from, each registration statement filed pursuant to this paragraph; PROVIDED,
HOWEVER, that this provision does not apply to any loss, liability, claim,
damage or expense to the extent it arises out of any untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Grantor by the underwriters expressly for use in any
registration statement (or any amendment thereto) or any preliminary prospectus
filed pursuant to this paragraph.

         11. PROFIT LIMITATION. (a) Notwithstanding any other provision of this
Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined)
exceed $150 million and, if it otherwise would exceed such amount, the Grantee,
at its sole election, shall either (a) deliver to the Grantor for cancellation
Shares previously purchased by Grantee, (b) pay cash or other consideration to
the Grantor or (c) undertake any combination thereof, so that Grantee's Total
Profit shall not exceed $150 million after taking into account the foregoing
actions.

         (b) Notwithstanding any other provision of this Agreement, this Option
may not be exercised for a number of

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Shares as would, as of the date of the Stock Exercise Notice, result in a
Notional Total Profit (as defined below) of more than $150 million and, if
exercise of the Option otherwise would exceed such amount, the Grantee, at its
discretion, may increase the Purchase Price for that number of Shares set forth
in the Stock Exercise Notice so that the Notional Total Profit shall not exceed
$150 million; PROVIDED, that nothing in this sentence shall restrict any
exercise of the Option permitted hereby on any subsequent date at the Purchase
Price set forth in Section 1(a) hereof.

         (c) As used herein, the term "Total Profit" shall mean the aggregate 
amount (before taxes) of the following: (i) the amount of cash received by
Grantee pursuant to Section 8.03(c) of the Merger Agreement and Section 1(c)
hereof, (ii) (x) the amount received by Grantee pursuant to the Grantor's
repurchase of Shares pursuant to Sections 8 or 9 hereof, less (y) the Grantee's
purchase price for such Shares, and (iii) (x) the net cash amounts received by
Grantee pursuant to the sale of Shares (or any other securities into which such
Shares are converted or exchanged) to any unaffiliated party, less (y) the
Grantee's purchase price for such Shares.

         (d) As used herein, the term "Notional Total Profit" with respect to 
any number of Shares as to which Grantee may propose to exercise this Option
shall be the Total Profit determined as of the date of the Stock Exercise Notice
assuming that this Option were exercised on such date for such number of Shares
and assuming that such Shares, together with all other Shares held by Grantee
and its affiliates as of such date, were sold for cash at the closing market
price for the Common Stock as of the close of business on the preceding trading
day (less customary brokerage commissions).

         12. EXPENSES. Each party hereto shall pay its own expenses incurred in
connection with this Agreement, except as otherwise specifically provided
herein.

         13. SPECIFIC PERFORMANCE. The Grantor acknowledges that if the Grantor
fails to perform any of its obligations under this Agreement immediate and
irreparable harm or injury would be caused to the Grantee for which money
damages would not be an adequate remedy. In such event, the Grantor agrees that
the Grantee shall have the right, in addition to any other rights it may have,
to specific performance of this Agreement. Accordingly, if the Grantee should
institute an action or proceeding seeking specific enforcement of the provisions
hereof, the Grantor hereby waives the claim or defense that the Grantee has an

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adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. The Grantor
further agrees to waive any requirements for the securing or posting of any bond
in connection with obtaining any such equitable relief.

         14. NOTICE. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
facsimile transmission, upon receipt of oral confirmation that such transmission
has been received, to the person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
person:

                  If to the Grantee:


                  Staples, Inc.
                  One Research Drive
                  Westborough, MA 01581
                  Attn: Secretary
                  Telecopy: (508) 370-7805

                  With a copy to:


                  Hale and Dorr
                  60 State Street
                  Boston, MA 02109
                  Attn: Mark G. Borden, Esq.
                  Telecopy: (617) 526-5000

                         and

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, NY 10004
                  Attn: James C. Morphy, Esq.
                  Telecopy: (212) 558-3299

                  If to the Grantor:


                  Office Depot, Inc.
                  2200 Old Germantown Road
                  Delray Beach, FL 33445
                  Attn: Secretary
                  Telecopy: (561) 266-1850


                                      -13-

<PAGE>   14




                  With a copy to:


                  Kirkland & Ellis
                  200 East Randolph Street
                  Chicago, IL 60601
                  Attn: Willard G. Fraumann, Esq.
                  Telecopy: (312) 861-2200


         15. PARTIES IN INTEREST. This Agreement shall inure to the benefit of
and be binding upon the parties named herein and their respective successors and
assigns; PROVIDED, HOWEVER, that such successor in interest or assigns shall
agree to be bound by the provisions of this Agreement. Nothing in this
Agreement, express or implied, is intended to confer upon any person other than
the Grantor or the Grantee, or their successors or assigns, any rights or
remedies under or by reason of this Agreement.

         16. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with the 
Merger Agreement and the other documents referred to therein, contains the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge may be sought.

         17. ASSIGNMENT. No party to this Agreement may assign any of its 
rights or obligations under this Agreement without the prior written consent of
the other party hereto, except that the Grantee may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned subsidiaries
(including Newco), but no such transfer shall relieve the Grantee of its
obligations hereunder if such transferee does not perform such obligations.

         18. HEADINGS. The section headings herein are for convenience only and
shall not affect the construction of this Agreement.

         19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.


                                      -14-

<PAGE>   15



         20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (regardless of the laws that
might otherwise govern under applicable Delaware principles of conflicts of
law).

         21. TERMINATION. The right to exercise the Option granted pursuant to 
this Agreement shall terminate at the earlier of (i) the Effective Time (as
defined in the Merger Agreement), (ii) the date on which Grantee realizes a
Total Profit of $150 million and (iii) 90 days after the Merger Termination Date
(the date referred to in clause (iii) being hereinafter referred to as the
"Option Termination Date"); PROVIDED THAT, if the Option cannot be exercised or
the Shares cannot be delivered to Grantee upon such exercise because the
conditions set forth in Section 2(a) or Section 2(b) hereof have not yet been
satisfied, the Option Termination Date shall be extended until thirty days after
such impediment to exercise has been removed; and PROVIDED, FURTHER, THAT, if at
any time the Grantee seeks to exercise the Option by delivery of a Stock
Exercise Notice but is unable to do so with respect to all of the Shares subject
to the Option at the Purchase Price because of the limitation on profit
contained in Section 11(b) hereof, the Option Termination Date shall be extended
for an additional 180 days from the date of such Stock Exercise Notice (but in
no event shall the Option Termination Date be more than 270 days after the
Merger Termination Date).

         All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Shares.

         22. SEVERABILITY. If any term, provision, covenant or restriction of 
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforce- able, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

         23. PUBLIC ANNOUNCEMENT. The Grantee will consult with the Grantor and
the Grantor will consult with the Grantee before issuing any press release with
respect to the initial announcement of this Agreement, the Option or the
transactions contemplated hereby and neither party shall issue any such press
release prior to such consultation except as may be required by law.


                                      -15-

<PAGE>   16


         IN WITNESS WHEREOF, the Grantee and the Grantor have caused this 
Agreement to be duly executed and delivered on the day and year first above
written.

                                           OFFICE DEPOT, INC.


                                           By: /s/ Barry J. Goldstein
                                              ---------------------------------
                                               Title

                                           STAPLES, INC.

                                           By: /s/ Thomas G. Stemberg
                                              ---------------------------------
                                               Title




                                      -16-
